Where He Will Be
by dragonwings948
Summary: "If the Doctor is still the Doctor, he will have my back." Clara's still not sure if she can get used to this new Doctor, who seems to be the exact opposite of the man she knew. But, perhaps a terrifying misadventure is just what she needs to realize that the Doctor is still the Doctor, and he will always be there to save her. Set sometime between 8x02 and 8x03.
1. Chapter 1

**A/N: Here's the story I've been promising! It's gonna be a good and long one, basically in the format of an episode. **

**Also, I'm accepting prompts now! You can check out my profile for details, but I can tell you right now that I am certainly taking 12/Clara friendship prompts. **

**Okay I'll shut up. Enjoy! **

Clara Oswald sighed as she thrust her key into her apartment door. Another long day, and all she wanted to do was sleep for a week… But the heavy bag hanging on her shoulder was a painful reminder that she would probably be up into the night doing marking. With a sigh, she walked down the narrow hallway to get to the kitchen.

"Finally."

Clara paused in the doorway of the living room, watching as the Doctor threw a magazine down on her couch. "How do you read that rubbish? I was just occupying my time translating it into thirty-seven different languages."

"How long have you been waitin'?" Clara asked, scanning the room for any discrepancies. She remembered all too well how the Doctor had rearranged her entire living room the first time he had been left here alone.

"Don't worry, I didn't touch anything, just as you said." He pointed to the window in the kitchen. "I only fed those plants there."

Clara looked at her two little green plants, sitting on the windowsill, and noticed that just below them was a half full milk jug on the counter. She turned and raised her eyebrows at the Doctor. "With milk?"

He stood up and frowned, all innocence. "They looked thirsty. Come on." He waved her toward her bedroom where the yellow glow from the TARDIS peeked through the cracked door.

"Not even going to ask," Clara mumbled to herself as she hurried to put the milk back into the refrigerator, only to pause when she opened the doors.

"Doctor?" she called over her shoulder as she placed the milk back on its shelf. "Where are my eggs?"

"I needed them," he said from her room, his voice muffled by the door.

Clara shook her head. _She _needed them for the dinner she was cooking for Gran tonight. "For what?"

"Are you coming or are you just going to yell at me about your eggs?"

She sighed. "Coming." She heaved her messenger bag over her shoulder, sighing with pleasure as the weight was lifted, and tossed it onto a couch cushion.

Clara heard the familiar creak of the TARDIS door and walked into her room to see the TARDIS standing in the corner as if it had always been there. She pushed the door open and walked into the bigger-on-the-inside spaceship, so used to it now that she didn't even flinch when the doors shut behind her at the snap of the Doctor's fingers.

"Really, Doctor," Clara said, continuing through to the console where the Doctor was already preparing the TARDIS for flight.

He looked at her and raised his thick eyebrows, leaning his weight into the console. Clara used her best teacher look on him, noting not for the first time that the Doctor often acted just like one of her misbehaving students.

"Did you eat all of my eggs?"

The Doctor rolled his eyes and focused back on the controls. "I needed them for a thing." He turned a lever which made the TARDIS begin to whine its usual dematerializing noise.

Clara turned the lever in reverse, making the TARDIS stop and go eerily silent. The Doctor looked at her sharply and she kept an equally hard gaze with him. "'A thing' called your appetite?"

The Doctor shrugged, unconcerned.

Clara huffed. "Please tell me you at least cooked them."

"Of course I cooked them." A smile stretched his features, probably in response to her now skeptical expression. "Of course, you noticed that your eggs were missing, but you didn't notice that I put everything else back in their places."

Clara frowned. "I don't know if I believe you."

His eyes widened as if he had been insulted. "I know how to cook! I took lessons with Julia Child once, great cook and even better poker player-"

"I meant you, putting everything back in its place," she interrupted. "You could've just cooked them in the TARDIS or something."

The Doctor turned to face her, carefully settling his hands inside his pockets. "So you think I'd lie to you?" he said with a chuckle, though it was just sarcastic enough to shift the mood.

Everything was very still. It seemed that not even the TARDIS was being as loud as normal with its rumbling engine and random background noises. Clara was very aware that their normal, lighthearted bantering had suddenly evolved into something much more serious.

His gaze seemed to bore straight into her with its intensity. She couldn't look him in the eye, so she stared past him and copied his stance, curling her hands into fists inside the pockets of her dress.

"It's important that you trust me, you know," the Doctor continued in a low voice while she thought of an answer. "You trusted _him_. Why?"

_Him. _Young face. Bow tie. Bright smile. _Her _Doctor, whose care for her she would never question.

"He would do anything for me," she said, finally, looking back at the Doctor and regretting the words as soon as they were out of her mouth.

"Ah." He nodded. "And you think I wouldn't."

_I know you wouldn't, _she amended in her mind. The other Doctor had made sure at every moment that she knew he would take care of her no matter what. From this Doctor, however, all she had received were insults and clever rescues (as always). She had begun getting used to him not expressing very much emotion, but she sometimes wished that he would say something so that she knew where she stood in his opinion now.

Though Clara couldn't look right at the Doctor, she could feel his gaze on her. She didn't know what to say. He had changed, and she still wasn't sure if she would ever get used to it.

He spun suddenly, breaking the tension. "Where are we going?" His stare could have drilled holes into the console.

Clara swallowed, caught off guard by the sudden change in conversation. She wanted to resolve this, but right now she didn't know how.

"Barcelona?" he asked, his eyes relaxing as he turned toward her. "That was fun."

Clara tried not to think about the fact that it had been a trip with the other Doctor. "We can't go to the same planet twice."

His eyebrows furrowed together. "Why not?"

"I'm trying to set a record." She smiled at him. "Where am I now? A hundred and six?"

"Five," he corrected, switching a lever on the console.

"Space Florida counted!"

He sighed as he walked around the other side of the console. They had been through this argument before. "No, it didn't. We were there for less than five minutes."

Clara followed him, crossing her arms over her chest defiantly. "Yeah, but we were still there, weren't we?"

The Doctor looked down at her and opened his mouth, but paused. His eyes widened and he slowly reached a hand into his jacket pocket. He pulled out his psychic paper and flipped it open, his eyebrows furrowing as he scrutinized it.

Still facing the Doctor, Clara stood on her toes and tried to see what was on the paper, but she wasn't quite tall enough. "Doctor?" The shocked look on his face was beginning to make her uneasy.

He turned the wallet over so that she could see the white psychic paper. In bold, black letters, the phrase, "Help me, Doctor," was written. Clara looked into his steely blue eyes, wondering what it meant.

"How about a planet called New Earth?"


	2. Chapter 2

Clara inhaled a deep breath and smiled. The sweet, earthen smell cleared her head and made her forget, for a moment, her worries about this new Doctor. The giant lake in front of her sent a breeze to tousle her hair, obscuring the view of the giant silver city beyond. She took a few steps more through the bright green grass below her, a crisp scent wafting up from the ground.

"What is it?" Clara asked as the Doctor strode, tall, solemn, and imposing out of the TARDIS.

"What's what?" He replied in a gruff voice. His steely glare and set frown told that he was in a worse mood than usual.

"Hey." Clara waited for him to sidle up to her and nudged him gently in the ribs. "What's gotten into you? You were all excited about adventurin' and now you're sulkin'."

"I'm not sulking. This is normal me; you're just not used to it yet." Still, the creases around his lips deepened further as he looked at the ground beneath them. "Apple grass..." he muttered, his eyes softening as he trailed off.

"Ah, that's the smell, isn't it?" Clara breathed it in again and giggled. It was so beautiful and fresh. "It's wonderful."

The Doctor grunted, his nose wrinkling in displeasure. "It's nauseating."

Clara looked at him in disbelief. _Her_ Doctor, the old Doctor, would have been jumping and running around like a kid, exclaiming about the sweet smell of the apple grass.

Putting a hand on her hip, Clara conveyed all seriousness to him. "I'm not going anywhere with you having that attitude."

He gave her an indignant look, mouth open and tremendous eyebrows furrowed. "Yes, _mum." _Then he shoved his hands in his pockets and turned back around, bony shoulders hunched.

"Where are you going?" Clara wondered as he strode toward the TARDIS.

"Come on." He waved her forward and pushed open the blue door with the toe of his shoe.

"Wait, but-" The door swung closed as he stepped into the time and space machine. "I'm going to slap him so hard," she muttered, storming after him.

"Doctor!" She entered the TARDIS and slammed the door behind her, stopping short at the sight of him fiddling with the controls on the console. What happened to helping the person who sent him the message?

The grumpiness she could handle. Even the derisive comments were beginning to roll off her back. But ignoring her? Ignoring a cry for help? That was where she drew the line.

Clara strode toward him, intent on grabbing him and forcing him to face her, but he spun and looked at her, eyes wide with innocence. "That wasn't where we were going."

The TARDIS began to groan and wheeze, the lights flashing.

"But you said-" She huffed as he cut her off.

"It _was_ New Earth. Just not the right part of it. I needed to see."

"See?"

A sardonic chuckle barked out of the Doctor's mouth. "You didn't even see it, did you, the great big building with a giant crescent moon on the side?"

Clara thought back to her glimpse of New Earth which the Doctor had cut short. She had been so enamored with the apple grass that she hadn't seen much else besides the city and the water. Now that they had left there so quickly, she wished she would have taken it all in.

"No," she said, curious now. "What is it?"

The TARDIS sounded its normal ruckus again with an accompanying thump.

"Hospital." The Doctor rushed past her and pulled open the door. "Well, _was_ a hospital. Until I came along." He darted through the door, leaving her unasked question resting on her tongue.

Clara sighed and followed him, grabbing the sonic screwdriver that the Doctor had left on the console. She walked out the door and into a round office with stark white walls and navy blue carpet. The Doctor was already leaning his arms on an ornate wooden desk, staring with excitement into the bloated face of a stout, chubby man, probably a head taller than her own height when standing. Next to his large, cushioned chair on the other side of the desk was a middle-aged blonde woman with eyes as hard as flint and pointed glasses.

"I must precede this conversation saying that any peril expressed by the Duke of Manhattan-"

_"Shut up," _the Doctor said with a sigh. "Can you please just shut up? I've wanted to say that to you since the moment I saw you but I was too nice back then." He turned back to the man. "I asked you how you contacted me."

His mouth hung agape for a moment. "The- the Face of Boe helped," he stuttered in shock. "He also told me you would be…" His wide eyes scanned the Doctor from head to foot. "…quite different."

The Doctor flashed one of his silly, childish grins that gave an eerie characteristic to his wrinkled face. "So I am."

The man, presumably the Duke of Manhattan, swallowed hard. It sounded like he had known a previous version of the Doctor and was taken aback by this one, even intimidated by him.

Clara smirked to herself. She knew the feeling.

"So." The Doctor straightened and crossed his arms, turning toward Clara. "Problem." He nodded at her, spotting the sonic in her hand. She tossed it to him and a metallic clink sounded as he caught it in his hand. He stuffed it into his pocket and turned back toward the Duke of Manhattan. Sensing it was safe, Clara stepped further away from the TARDIS and stood beside the Doctor.

The Doctor raised his eyebrows at the ornately dressed official and snapped his fingers in his face. "Keep up! What's the problem?"

The Duke jumped at the Doctor's sharpness, but took a deep breath and composed himself. "Do you remember when you were here ten years ago in our world's time?"

"I may look old, but I still remember." He sat at one of the chairs in front of the desk, folding his hands on his lap in a businesslike manner. Clara followed suit and sat in the vacant chair next to him.

"How could I forget the lovely Sisters of Plentitude and the Lady Cassandra possessing my friend?"

"When was this?" Clara murmured under her breath.

"Tenth regeneration," he murmured back.

The Duke cleared his throat. "The Lady Cassandra has not been seen since then."

The Doctor nodded knowingly, not surprised.

"But the Sisters were taken into custody and banished to the nearby planet Fryl."

"Merciful. Fryl is a nice planet."

Clara chuckled, remembering the planet's aversion to all furry and friendly creatures. "Unless you're an animal."

The Doctor's eyes widened. "Oh. I see."

Clara wondered at his solemn reaction, since she had only been joking. "What?"

"Tell you later," the Doctor sighed. "What does that have to do with right now?" he added to the Duke.

His eyes grew a little wider, and his forehead crinkled in worry. "I think some of them escaped," he whispered, as if he was afraid someone would hear them. "I think they want revenge."


	3. Chapter 3

The Doctor grinned. Clara wondered what was so scary about some nuns, and even more why they wanted revenge. Knowing the Doctor, though, half the universe was out to get him...

"What gives you that idea?" He leaned forward in his seat, his hands now gripping the edge of the desk.

"There have been random disappearances all over the city. People supposedly abducted off of the streets and never returned."

One of the Doctor's bushy eyebrows quirked in question. "So? Could be anything."

"We have evidence that the old hospital is being used again. It was supposed to be torn down ages ago but somehow the legislation kept getting put off."

The Doctor hummed and tapped his foot. "Then why me? Why not just call your little police officers over to the hospital and get it sorted?"

The Duke hesitated and looked down. "I, er..."

A smirk tugged at the Doctor's lips. He jumped to his feet in a moment, making the Duke start. "It's all about reputation, isn't it? Don't want to send your forces on a suicide mission, do you? So you call me. A foreigner no one will remember if he dies. And he's clever, too, so that's a bonus." He chuckled. "Both ways, you win."

"You can't blame me, Doctor!" he exclaimed, standing up. "You would do the same. The people are already mumbling about the disappearances, and if any of my force were killed..." He sighed and picked up a white cloth on his desk, dabbing it at his forehead. "Besides, you and that blonde girl were the only ones who fought against them."

Clara glanced at him. _Blonde girl. _He had said tenth regeneration...could it have been Rose?

"We didn't _fight,"_ he mumbled. "And she's gone now, so it's just me. Well," he added, gesturing to Clara, "me and her. I can fill her in on what happened last time."

The Duke smiled, hope shining in his eyes. "So you'll...you'll do it?"

"We'll go check out the hospital." He bowed to the Duke of Manhattan. "Good day, sir." He nodded in the direction of the woman. "And goodbye, annoying lady." With that, he turned on his heel and strode into the TARDIS.

Clara stood staring after him for a moment, still shocked at how rude he could be. After a moment she gathered her wits and offered an apologetic smile to the Duke and the woman. "I'm sure he didn't mean it; he's been in a bad mood today. See ya!" She sprinted into the TARDIS and closed the door hard behind her.

"Okay, explaining time." Clara strode to the console and grabbed the Doctor's wrist to keep him from ignoring her by pressing one of the controls.

The Doctor pulled away from her grasp and furrowed his eyebrows at her in disapproval. "You don't have to attack me to get it out of me." He cradled his wrist like she had injured it. "I told you I was going to tell you. It's _vital _that I tell you."

Clara crossed her arms over her chest. "I'm waiting."

He sighed, leaning one arm on the console like he was settling himself in for a long story. "I got a message from the psychic paper like I did this morning-" His expression brightened suddenly and he took a step closer to her. "Too much talking. Easier to show you."

"Oh," Clara sighed and retreated a step as the Doctor raised his hands to either side of her head. "You're going to do the thing, aren't you? I hate it when you do that."

He shrugged. "Much faster and you'll get every detail. Here I come."

"And don't you dare go snooping this time." She shut her eyes, remembering how the Doctor had gotten a bit too curious last time he was inside her head.

His cool fingertips descended upon her temples, his middle fingers pressing lightly on each one. Suddenly the Doctor filled up her mind, scattering the remainder of her thoughts. His presence was huge and overwhelming and Clara gasped at the enormity of his consciousness.

"Right, then. Here you go." The Doctor said it out loud, but Clara also heard it in her mind a fraction of a second before he actually spoke.

A series of scenes, like a film being played too fast, flashed by in her mind. She tried to grab onto one so she could have a proper look at it, but it continued on down the current the other ones had followed.

"This doesn't make any sense," Clara muttered.

"Shhh! It's like a file. Wait until it downloads all the way."

More pictures and scenarios drifted by, only distinguished by blurs of color. Finally, the influx halted. The pressure on her head eased, and her mind was cleared again.

Clara sighed and opened her eyes, trying to put the glimpses of what she had seen into some sort of sense. "I don't get it."

The Doctor drew away from her a step and Clara frowned at him, allowing her mind to wander for just a moment. She missed the closeness of the other Doctor, how he wouldn't mind having a conversation toe to toe with her or holding her hand...

"It's a file."

The urgency in his voice shook her out of her reverie.

"I compressed the memory into a big folder. All you have to do is access it. It should be right there, in the front of your brain." He pointed at her forehead. Again, there was the distance. No touching.

Clara searched her mind and found the file easily. She delved into it and was assaulted with one of the Doctor's many adventures with Rose Tyler, who seemed to be inhabited by a weird skin thingy called Cassandra for most of the time.

She came upon an especially intruguing memory, but quickly moved on from it. "Doctor?" she asked, trying to forget about what she had just seen.

"Yes?" His eyes were wide as he stared at her.

"Did she-? Did you-?"

Somehow knowing exactly what she was talking about, the Doctor groaned. "You _would_ go straight to that part, wouldn't you? Forgot about that. It's not important. Cassandra was..." He pressed his lips together. "Interesting. Focus on everything else. Make sure you retain every detail. You'll need it."

Clara scanned over the memories. Though they were from the Doctor's point of view, his thoughts and emotions were missing. "These are memories?"

"Yes, yes."

"Then where are your feelings?"

"Deleted them. Unimportant. Only distracting."

Clara chuckled. "Pity. I'd love to see your thoughts when you got snogged."

"Shut up," he growled. "Now can we get on with saving New New York or do I have to listen to you critically analyzing my memories?"

Clara rolled her eyes and gestured to the console. "Go right ahead."

"Thank you." He ran around the console and set the TARDIS into motion. It began making its grinding sound as the lights swirled around the ceiling. He slowed as he reached Clara.

"This is going to be very dangerous, you know." His eyes flicked to hers for only a moment before he looked down again.

She tried to meet his gaze without success. Had that been genuine concern she had seen? "Yeah, well I think cat nuns are a bit of a letdown after Daleks and Cybermen."

"They're not just cat nuns. They're _angry _cat nuns bent on revenge." He looked up as the TARDIS landed. "I have a feeling they could have orchestrated this whole thing just for me."

Clara raised an eyebrow at him. "Are you trying to scare me?"

He finally looked at her with innocent eyes. "Of course not. Why would I do that?"

"I don't know," she said with a shake of her head. "Maybe somewhere, deep deep down, you want to keep me safe."

The Doctor scoffed. "You wouldn't stay in the TARDIS even if I locked you in here. I know you better than that. But I will..." He trailed off and spun around, pushing the monitor in front of him.

"You'll what, Doctor?" Clara asked, following him and watching the Gallifreyan symbols flash across the screen.

He looked down at her, his expression relaxed and his eyes soft. "I'll keep you safe. You know that, don't you?"

Clara swallowed. She couldn't help but doubt him, and even feel a little guilty for it. He may still be the Doctor, but he just wasn't the same, no matter how hard she tried to see past his new face.

"Clara." His voice was low and rough. "It's still me."

She remembered his words in Glasgow, one of the only times he had been sincere with her. _Just see me. _

She had seen him for a moment. She did in the moments when he spared a life. When he performed his daring rescues. She knew it was him, but she just wasn't sure if she would ever be able to accept it.

"I know." She kept her gaze fixed on the ground.

"I don't think you do." He sighed. "Come on. We have to go." He darted away from her and rushed down the stairs.

Clara looked toward where the Doctor had just run off to and crossed her arms, knowing he would come back. Sure enough, a second later he came bounding back up to the console room, two torches in his hands.

"Take this." He tossed her a torch and she caught it, fumbling with it in her hands to find the switch. "Are you ready?" His eyes were earnest and his eyebrows raised in expectation.

She smiled, pushing her earlier thoughts to the back of her mind. "Yeah. Let's go find the deadly cat nuns."


End file.
